1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.21 to $24.25 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. Amount consists of 36,771 shares of restricted stock. Each share of restricted stock represents the right to receive, upon vesting, one share of common stock. 1,628 shares of restricted stock will vest evenly on March 4, 2018 and March 4, 2019. 35,143 shares of restricted stock will vest over three years, with one-third vesting on March 3, 2018; one-third vesting on March 3, 2019; and the remaining one-third vesting on March 3, 2020. All such vests assume continued employment through the applicable dates.

3. The remaining options become exercisable in five equal quarterly installments at the end of each calendar quarter beginning June 30, 2017 and continuing through June 30, 2018.

Remarks:

/s/ Brandon F. Lombardi, Attorney-in-Fact for Dan J. Sanders

06/02/2017

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).